Sec Form 4 Filing - Partin Sara E @ AutoWeb, Inc. - 2019-08-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Partin Sara E 2. Issuer Name and Ticker or Trading Symbol AutoWeb, Inc. [ AUTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, CHIEF PEOPLE OFFICER (Last) (First) (Middle) AUTOWEB, INC., 400 NORTH ASHLEY DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2019 (Street) TAMPA, FL33602 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 3.17 08/06/2019 A 35,000 08/06/2020( 1 ) 08/06/2026 Common Stock 35,000 $ 0 35,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Partin Sara E AUTOWEB, INC. 400 NORTH ASHLEY DRIVE, SUITE 300 TAMPA, FL33602 SVP, CHIEF PEOPLE OFFICER Signatures /s/ Glenn E Fuller, Attorney-in-Fact 08/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant to reporting person of options to buy shares of common stock in transaction exempt under Rule 16b-3. These options will become vested and exercisable as follows: (i) 33 1/3% will vest and become exercisable on August 6, 2020; and (ii) 1/36th (adjusted monthly to avoid the vesting of fractional options in any month) will vest and become exercisable on each successive monthly anniversary thereafter for the following 24 months ending on August 6, 2022; provided, however, that in addition to the vesting time schedule, the options will be subject to the satisfaction of the following additional vesting condition: if at any time after August 6, 2019 and prior to the expiration date of these options the weighted average closing price of the common stock on The Nasdaq Capital Market for the preceding 10 trading days (adjusted for any stock splits, stock dividends, reverse stock splits or combinations of the common stock occurring after the issuance date) is at or above $5.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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